Exhibit
4.2


 


[FACE OF CERTIFICATE]


 


NUMBER


CW


 


(SEE REVERSE SIDE FOR
LEGEND)


 


(THIS WARRANT WILL BE VOID
IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, November 17, 2008)


 


YUCHENG TECHNOLOGIES
LIMITED


 


WARRANT


 


WARRANTS


 


CUSIP                     


 


THIS CERTIFIES THAT, for
value received


 


is the registered holder
of a Warrant or Warrants expiring November 17, 2008 (the “Warrant”) to purchase
one fully paid and non-assessable ordinary share, no par value(“Shares”), of
YUCHENG TECHNOLOGIES LIMITED, a British Virgin Island corporation (the “Company”),
for each Warrant evidenced by this Warrant Certificate. The Warrant entitles
the holder thereof to purchase from the Company, commencing on the later of (i)
the consummation by the Company of a merger, capital stock exchange, asset
acquisition or other similar business combination or (ii) November 18, 2008,
such number of Shares of the Company at the price of $5.00 per share, upon
surrender of this Warrant Certificate and payment of the Warrant Price at the
office or agency of the Warrant Agent, Continental Stock Transfer & Trust
Company (such payment to be made by check made payable to the Warrant Agent),
but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and Continental Stock Transfer & Trust
Company. The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to
the price per Share at which Shares may be purchased at the time the Warrant is
exercised.


 


No fraction of a Share
will be issued upon any exercise of a Warrant. If the holder of a Warrant would
be entitled to receive a fraction of a Share upon any exercise of a Warrant,
the Company shall, upon such exercise, round up to the nearest whole number the
number of Shares to be issued to such holder.


 


Upon any exercise of the Warrant
for less than the total number of full Shares provided for herein, there shall
be issued to the registered holder hereof or his assignee a new Warrant
Certificate covering the number of Shares for which the Warrant has not been
exercised.


 


Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered
holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, 


 

















 


for another Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.


 


Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.


 


The Company and the
Warrant Agent may deem and treat the registered holder as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any
distribution to the registered holder, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This Warrant does not
entitle the registered holder to any of the rights of a stockholder of the
Company.


 


The Company reserves the
right to call the Warrant, with the prior consent of EarlyBirdCapital, Inc., at
any time prior to its exercise, with a notice of call in writing to the holders
of record of the Warrant, giving 30 days’ notice of such call at any time after
the Warrant becomes exercisable if the last sale price of the Shares has been
at least $8.50 per share on each of 20 trading days within any 30 trading day
period ending on the third business day prior to the date on which notice of
such call is given. The call price of the Warrants is to be $.01 per Warrant.
Any Warrant either not exercised or tendered back to the Company by the end of
the date specified in the notice of call shall be canceled on the books of the
Company and have no further value except for the $.01 call price.


 


COUNTERSIGNED AND
REGISTERED:


CONTINENTAL STOCK TRANSFER
& TRUST COMPANY


AS WARRANT AGENT


BY:


AUTHORIZED OFFICER


 


[SEAL]


 


By


 


/s/


CHAIRMAN OF THE BOARD


 


/s/


SECRETARY


 


 


[REVERSE OF CERTIFICATE]


 


SUBSCRIPTION FORM


To Be Executed by the
Registered Holder in Order to Exercise Warrants


 

















 


The undersigned Registered
Holder irrevocably elects to exercise       Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 


(PLEASE TYPE OR PRINT NAME
AND ADDRESS)


 


(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)


 


and be delivered to


 


(PLEASE PRINT OR TYPE NAME
AND ADDRESS)


 


and, if such number of
Warrants shall not be all the Warrants evidenced by this Warrant Certificate,
that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated
below:


 


Dated:


 


(SIGNATURE)


(ADDRESS)


(TAX IDENTIFICATION
NUMBER)


 


ASSIGNMENT


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


For Value Received,      
hereby sell, assign, and transfer unto


 


(PLEASE TYPE OR PRINT NAME
AND ADDRESS)


 


(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)


 


and be delivered to


 


(PLEASE PRINT OR TYPE NAME
AND ADDRESS)


 


of the Warrants represented
by this Warrant Certificate, and hereby irrevocably constitute and appoint      
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


 


Dated:


 


(SIGNATURE)


 


THE SIGNATURE TO THE
ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME WRITTEN UPON
THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK
STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.